Business Context and Reporting Period
Company: Carpenter Technology Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: October 24, 2005
Event Date: October 24, 2005
Business Context: The filing reports the entry into Material Definitive Agreements, specifically Indemnity Agreements, with the company's directors and certain corporate officers.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is a legal disclosure regarding corporate governance agreements.
Material Changes
Entry into Indemnity Agreements: On October 24, 2005, Carpenter Technology Corporation entered into Indemnity Agreements with the following individuals to assist in attracting and retaining qualified personnel:
- Directors: Carl G. Anderson, J. Michael Fitzpatrick, Marillyn A. Hewson, I. Martin Inglis, Gregory A. Pratt, Peter N. Stephans, Kathryn C. Turner, and Stephen M. Ward, Jr.
- Corporate Officers: Robert J. Torcolini (Chairman, President, CEO), Terrence E. Geremski (SVP Finance/CFO), Dennis M. Oates (SVP Specialty Alloys), Michael L. Shor (SVP Engineered Products), David A. Christiansen (VP General Counsel/Secretary), Richard L. Simons (VP Controller), and John E. Thames (VP Human Resources).
Agreement Terms and Commentary
The Indemnity Agreements provide the following key protections and procedures:
- Scope of Indemnification: The Company will indemnify directors and officers for damages or expenses incurred in third-party litigation to the fullest extent permitted by law. In proceedings by or in the right of the Company, indemnification applies except where the individual is finally adjudged liable to the Company.
- Exclusions: The Company is not liable for costs covered by insurance, accounting for profits from Section 16(b) violations, or proceedings brought by the director/officer against the Company prior to a change of control without Board approval.
- Advancement of Expenses: The Company will advance expenses without security or interest, provided the individual agrees in writing to repay the advance if they are ultimately determined not to be entitled to indemnification.
- Procedures: The agreement outlines procedures for counsel selection, notice, and defense. The Company bears the burden of proving that a director or officer is not entitled to indemnification.
- Settlements: Settlements require mutual approval, which shall not be unreasonably withheld.
Management Commentary: The agreements are intended to supplement existing insurance or other legal remedies and are not exclusive.
Key Facts for Investor Verification
- Verify the specific terms of the attached Exhibit 99.1 (Form of Indemnity Agreement) for any limitations not summarized in the 8-K text.
- Confirm whether these agreements represent a change from prior indemnification practices or if they are standard renewals.
- Note that this filing contains no financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.